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Investor Relations

SEC Filings

8-K
GRAHAM HOLDINGS CO filed this Form 8-K on 04/27/2017
Entire Document
 


 
Documents to which it is a party will:  (i) conflict with or result in any breach or violation of any provision of the respective Organizational Documents of the Purdue Parties, or (ii) conflict with or result in a breach or violation of, or constitute (with or without due notice or lapse of time or both) a default under (or give rise to the creation of any Lien, except for Permitted Liens, or any right of termination, amendment, cancellation or acceleration under) any Law applicable to the operations of NewU.
 
5.4          Brokers.  No broker, finder or investment banker is or may be entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of any of the Purdue Parties.
 
5.5          Compliance with Laws.  To the knowledge of the Purdue Parties, and except as set forth in Section 5.5 of the Purdue Disclosure Schedule, the Purdue Parties have conducted their operations in all material respects in accordance with all Laws and Educational Requirements applicable to the Purdue Parties.  To the knowledge of the Purdue Parties, except as set forth in Section 5.5 of the Purdue Disclosure Schedule, during the three (3) year period prior to the Effective Date, none of the Purdue Parties has received any notice of any material violation or material default under any Law applicable to the Purdue Parties that remains uncured, or has not been dismissed without further Liability to the Purdue Parties or that could result in the failure of any of the conditions to Closing set forth in Section 8.1(b)-(d) (Conditions to Obligation of All Parties to Close) to be satisfied.
 
5.6          No Other Representations and Warranties.  Contributor acknowledges and agrees that the representations and warranties made in this Article 5 are the sole and exclusive representations and warranties being made by or on behalf of the Purdue Parties or any of their respective Affiliates and are exclusive of any other representations and warranties, including any implied warranties.  Except for the representations and warranties expressly set forth in this Article 5, the Purdue Parties and their respective Affiliates have not made, nor are any of them making, any express or implied representation or warranty regarding the accuracy, sufficiency or completeness of any information provided to Contributor or prepared by or for Contributor, as applicable, in connection with this Agreement or the other Transaction Documents.  Each of the Purdue Parties hereby disclaims, and Contributor hereby acknowledges and agrees that none of the Purdue Parties or their respective Affiliates shall have or be subject to any Liability to Contributor resulting from Contributor’s use of, such information, or any such other express or implied representations or warranties, whether at Law or in equity, none of which shall have any legal effect.
 
6.
Covenants.
 
6.1          Access.  From and after the Effective Date and until the Closing Date, Contributor shall:  (i) afford the Purdue Parties and their Representatives, at the Purdue Parties’ sole cost and expense, reasonable access to the Institutional Assets and Books and Records that relate to, affect or support the Institutional Assets and Academic Functions, during normal business hours, upon reasonable notice, consistent with applicable Law and in a manner so as not to interfere with the conduct of Kaplan University or any of the other businesses of Contributor and its Affiliates and (ii) furnish to the Purdue Parties and their Representatives such additional financial and operating data and other information regarding Kaplan University (or true, correct and complete copies thereof) as the Purdue Parties or any of their Representatives may from time to time reasonably request and in a manner as not to interfere with the conduct of Kaplan University or any of the other businesses of Contributor and its Affiliates; provided, however, that Contributor and its Affiliates may withhold access to any document or information that is subject to any attorney client privilege or third-party confidentiality agreement.
 
6.2          Confidentiality.
 
(a)                  From and after the Closing, Contributor shall (and shall use commercially reasonable efforts to cause each of its Affiliates and Representatives to), not use or disclose to any Person (other than to any Representatives owing a confidentiality obligation to the Contributor or its Affiliate for the purpose of advising Contributor in connection with the transactions contemplated
 
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